ANNUAL REPORT AND ACCOUNTS
for the year ended 31 December 2025
for
BAY CAPITAL PLC
Incorporated and registered in Jersey under the Companies (Jersey) Law 1991
with registered number 134743
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BAY CAPITAL PLC
Contents of the Financial Statements
For the year ended 31 December 2025
Company information 2
Chairman’s statement 3
Report of the Directors 4-11
Statement of Directors’ Responsibilities 12
Independent Auditor’s Report 13-19
Consolidated Statement of Comprehensive Income 20
Consolidated Statement of Financial Position 21
Consolidated Statement of Changes in Equity 22
Consolidated Statement of Cash Flows 23
Notes forming part of the Consolidated Financial Statements 24-34
Company Statement of Comprehensive Income 35
Company Statement of Financial Position 36
Company Statement of Changes in Equity 37
Notes forming part of the Company Financial Statements 38-41
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BAY CAPITAL PLC
Company information
For the year ended 31 December 2025
DIRECTORS, SECRETARY AND ADVISERS
Directors
David Williams
, Chairman
Tony Morris
, Non
-
Executive Director
Company Secretary
JTC (Jersey) Limited
28 Esplanade, St Helier
Jersey JE2 3QA
Registered Office
28 Esplanade, St Helier
Jersey JE2 3QA
Registered Number
134743
Independent Auditor
PKF Littlejohn LLP
30 Churchill Place
London E14 5RE
Solicitors to the Company (UK)
Mayer Brown International LLP
201 Bishopsgate
London EC2M 3AF
Solicitors to the Company (Jersey)
Ogier (Jersey) LLP
44 Esplanade, St Helier
Jersey JE4 9WG
Principal Banker
Butterfield Bank (Jersey) Limited
St Paul's Gate, New St, St Helier
Jersey JE4 5PU
Registrar
MUFG Corporate Markets (Jersey) Limited
IFC 5, St. Helier
Jersey
JE1 1ST
Strategic Adviser
Tessera Investment Management Limited
12 Hay Hill
London W1J 8N
R
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BAY CAPITAL PLC
Chairman’s statement
For the year ended 31 December 2025
CHAIRMAN’S STATEMENT
I am pleased to present the financial results for Bay Capital Plc (“Bay”, or the “Company”) and its subsidiary (together the
“Group”) for the year ended 31 December 2025.
Since establishing the Company in 2021, we have remained focused on implementing our strategy and continue to assess
acquisition opportunities where we believe there to be sustainable growth potential either organically or through
acquisition.
In November 2025, we announced the Company would be broadening its investment and acquisition strategy to include
other, higher growth sectors outside of the original industrials thesis. The coincided with Peter Tom’s retirement from the
Board as Chair of the Company.
As a result of broadening our strategic focus, we have been able to develop a meaningful pipeline of executable
opportunities that we are currently evaluating, and expect to advance over the first half of 2026.
I would like to take this opportunity to thank Peter for his stewardship of Bay during his time with us, and also once again
thank our loyal shareholders for their continued support. We have entered 2026 with continued vigour and determination
in targeting a successful conclusion of our inaugural transaction during the year and we look forward to updating
shareholders in due course as our plans progress.
David Williams
Chairman
29 April 2026
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BAY CAPITAL PLC
Report of the Directors
For the year ended 31 December 2025
REPORT OF THE DIRECTORS
The Directors of the Company present their report for the year ended 31 December 2025.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
RESULTS
During the year, Bay recorded a loss of £323,251 (2024: loss of £550,616) and the loss per share was 0.46p (2024: loss per
share of 0.79p), reflecting moderate monthly operating expenses of the Group. The Group and Company had cash reserves
at the end of the year of £4,338,374 (2024: £4,659,886).
DIVIDENDS
At this point in the Company’s development, it does not anticipate declaring any dividends in the foreseeable future. As
such, the Directors do not recommend the payment of a dividend for the year.
FUTURE DEVELOPMENTS
The Directors expect to continue to execute the Group’s strategy in sourcing and assessing acquisition and investment
opportunities across its stated sectors of focus.
KEY PERFORMANCE INDICATORS
The Board continues to focus on maximising shareholder value by sourcing, assessing and where in the interest of
shareholders to do so, investing in and acquiring growing businesses within the industrial, construction and business
services sectors.
Following completion of the Company’s inaugural transaction, the Board will be in a position to identify and develop its
key performance indicators for on-going monitoring and management.
GOING CONCERN
The Directors, having made due and careful enquiry, are of the opinion that the Group and Company have adequate working
capital to execute their operations over the next 12 months. The Group and Company’s unaudited cash balance as at 14
April 2026 was £4,237,470.31, and excluding the consummation of any investment or acquisition which will likely require
specific funding, have adequate resources available to fund the on-going forecasted operating expenses for at least twelve
months following approval of the financial statements. The Directors, therefore, have made an informed judgement, at the
time of approving the financial statements, that there is a reasonable expectation that the Group and Company have
adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors have adopted
the going concern basis of accounting in preparing the annual financial statements (see Note 2).
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RISK MANAGEMENT
In order to execute the Group’s strategy, the Company and its subsidiaries will be exposed to both financial and non-
financial risks. The Board has overall responsibility for the Group’s risk management and it is the Board’s role to consider
whether those risks identified by management are acceptable within the Group’s strategy and risk appetite. The Board
therefore periodically reviews the principal risks and considers how effective and appropriate the controls that management
has in place to mitigate the risk exposure are and will make recommendations to management accordingly.
As the Company had not completed its first investment or acquisition in the period, it has limited financial statements
and/or historical financial data, and limited trading history. As such, the Company during the period was subject to the
risks and uncertainties associated with an early-stage acquisition company, including the risk that the Company will not
achieve its investment objectives and that the value of an investment could decline and may result in the partial or complete
loss of capital invested. The past performance of investee companies or assets managed by the Directors will not necessarily
be a guide to future business, results of operations, financial condition or prospects of the Company.
In order to mitigate against these risks, the Directors will continue to undertake thorough due diligence on investment
opportunities and acquisition targets, to a level considered reasonable and appropriate by the Company on a case-by-case
basis, including the potential commissioning of third-party specialist reports as appropriate. Following completion of any
investment or acquisition, it is intended that any investments or assets will be managed by the Directors and assisted by the
Company’s professional advisers.
Financial Risk Management
The Directors consider the Group to be exposed to the following financial risks:
a. Price risk: the price paid for securities is subject to market movement that will have an impact on the operations
of the Group;
b. Cash flow interest rate risk: the Group has significant cash balances which exposed it to movement in the market
interest rates; and
c. Liquidity risk: the Group manages its cash requirements through detailed forecasting and planning for amount and
timing of payments and receipts of interest income, to ensure cash resources are available when required.
Given the relatively small size and operation of the Group in the year, the Directors have not delegated the responsibility
of risk monitoring to a sub-committee of the Board, but closely monitor the risks on a periodic basis. The Directors consider
their exposure in the financial year to have been low. Refer to Note 14 for assessment of the risks arising from financial
instruments.
Non-financial Risk Management
The non-financial risk factors for the year ended 31 December 2025 did not materially change from those set out in the
Bay’s Prospectus dated 27 September 2021.
GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY
As the Company has not completed its first acquisition and has only two Directors, limited travel and no premises, the
Directors do not consider any disclosure under the Task Force on Climate-related Financial Disclosures is required at this
juncture, however the Company will continue to review this position as it executes its investment and acquisition strategy.
POLITICAL CONTRIBUTIONS
The Company has made no political contributions during the year.
CHARITABLE DONATIONS
The Company has made no charitable donations during the year.
POST BALANCE SHEET EVENTS
There have been no significant post balance sheet events. See Note 20.
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SHARE CAPITAL
Details of the Company’s share capital is set out in Note 15. The Company’s share capital consists of one class of ordinary
share, which does not carry rights to fixed income. As at 31 December 2025, there were 70,000,000 ordinary shares of 1p
par value each in issue.
SIGNIFICANT SHAREHOLDERS
As at 15 April 2026, the Company had been advised of the following notifiable interests (whether directly or indirectly
held) in voting rights.
Name Shareholding Percentage
Pershing Nominees Limited 16,600,000 23.7%
David Williams 15,944,916 22.8%
Rock (Nominees) Limited 9,174,576 13.1%
Huntress (CI) Nominees Limited 4,514,980 6.5%
Hargreaves Lansdown (Nominees) Limited HLNOM Acct 3,498,992 5.0%
Securities Services Nominees Limited 3,183,000 4.6%
C I P M Nominees Limited 2,452,542 3.5%
Hargreaves Lansdown (Nominees) Limited 15942 Acct 2,129,467 3.0%
As at 15 April 2026 the Directors in aggregate held 16,194,916 ordinary shares, which represents 23.1 per cent. of the
Company’s issued share capital.
The Directors who held office during the year and their beneficial interest in the share capital of the Company at 31
December 2025 were as follows:
31 December 2025
Hermco Property Limited*
-
David Williams
15,944,916
Tessera Investment Management Limited*
250,000
16,194,916
* Peter Tom’s shareholding was held via Hermco Property Limited and Tony Morris’ shareholding is held via Tessera Investment Management Limited
in which he has a 50% shareholding.
COMPANY DIRECTORS (BOARD)
The Directors during the year and summaries of their experience are set out below.
Peter Tom CBE Former Chairman (resigned 27 November 2025)
Peter is one of the aggregates industry's longest serving and most experienced executives, holding high-profile executive
and non-executive roles serving publicly listed and private organisations in the industry, sport and the not-for-profit sector.
He most recently served as Executive Chairman of Breedon Group, (LSE: BREE) the UK's largest independent aggregates
business, which he co-founded with David Williams (a Director of the Company) and Simon Vivian in 2008. Under Peter's
leadership, Breedon grew from a £13 million listed cash shell into a business worth £1.5 billion, leading the consolidation
of the UK aggregates industry.
Prior to establishing Breedon, Peter was the Chief Executive Officer and latterly Non-Executive Chairman of Aggregate
Industries, which he developed into a leading international building materials group before negotiating its sale to Holcim
for £1.8 billion in 2005. His early career was spent at Bardon Hill Quarries, where he rose to become Chief Executive of
the Bardon Group Plc in 1985. He went on to lead Bardon's merger with Evered Plc in 1991 and the enlarged group's
subsequent merger with CAMAS in 1997 to form Aggregate Industries Plc.
In 2006, Peter was awarded a CBE for services to Business and Sport. He holds Honorary Degrees from both Leicester and
De Montfort University and is President of Leicester Rugby Football Club, (Leicester Tigers) a role he has held for more
than 20 years following a playing career comprising 130 appearances for the club as a lock forward between 1963 and
1968.
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David Williams Chairman
David has significant experience in investment markets, serving as Chairman in executive and non-executive capacities for
a number of public and private companies. He has overseen the development of these companies, raising in excess of £1
billion of capital to support both organic and acquisitive growth initiatives.
David was the original founder of Marwyn Capital LLP, the award-winning investment management company. David was
also formerly Chairman of Entertainment One Ltd. (LSE: ETO), Zetar Plc, and Waste Recycling Group Plc, and Non-
Executive Director of Breedon Group Plc (LSE: BREE). He currently serves as Non-Executive Chairman of Main Market
listed Acceler8 Ventures Plc (LSE: AC8) and Red Capital Plc (LSE: REDC).
Tony Morris Non Executive Director (appointed 28 November 2025)
Tony has over 20 years’ experience as principal and advisor in M&A, and equity capital markets and holds a number of
directorships within public and private companies in an executive and non-executive capacity. He began his career in credit
working within leveraged finance at Barclays, before moving to Marwyn Capital, a UK-based listed equity investor that
backed consolidation strategies within numerous sectors including software, media and entertainment rights, support
services and industrials.
In 2012, he co-founded Tessera, a strategic advisory firm that works with organisations and family offices in the
development and execution of their acquisition and investment strategies, where he remains a director. Tony is Chairman
of Michelmersh Brick Holdings Plc (AIM: MBH) and was also formerly a Non-Executive Director of Summerway Capital
Plc.
DIRECTORS’ REMUNERATION
The three Directors of the Company who held office during the year, Peter Tom, David Williams, and Tony Morris were
each entitled to fees of £30,000, £20,000 and nil per annum for their respective roles within the Company. Following Peter
Tom’s retirement as Chair of the Company on 28 November 2025, David Williams was entitled to annual fees of £50,000
for his new role as Chair.
There were no other benefits paid to these Directors for their roles as Directors of the Company outside of their service
fees, save for ordinary course reimbursable expenses properly incurred in the performing of their duties as Directors. The
Company does not operate a pension scheme.
Salary Benefits in kind 31 December 2025
Total
Director
£
£
£
Peter Tom CBE*
27
,
5
00
-
27
,
5
00
David Williams
2
2
,
5
00
-
2
2
,
5
00
Tony
Morris
Nil
-
Nil
50
,
0
00
-
50,0
00
* Peter Tom’s fees were paid through Rise Rocks Limited, a company wholly owned by Peter Tom CBE. Peter Tom CBE resigned on 27 November
2025
In addition to the Director fees outlined above, the Directors are also participants in the Subco Incentive Scheme and
holders of warrants as detailed below.
Tony Morris is also a 50% shareholder of the Company’s Strategic Adviser, Tessera Investment Management Limited.
Refer to related parties note 19 for further details.
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SUBCO INCENTIVE SCHEME
The Directors believe that the success of the Company will depend to a high degree on the future performance of key
employees and advisers in executing and supporting the Company’s growth strategy. The Company has therefore
established equity-based incentive arrangements which are, and will continue to be, an important means of retaining,
attracting and motivating key employees, consultants and advisers, and also for aligning the interests of the Directors with
those of shareholders.
On 14 September 2021, the Group created a new Subco Incentive Scheme within its wholly owned subsidiary Bay Capital
Subco Limited. Under the terms of the Subco Incentive Scheme, scheme participants are only rewarded if a predetermined
level of shareholder value is created over a three to five year period or upon a change of control of the Company or Subco
(whichever occurs first), calculated on a formula basis by reference to the growth in market capitalisation of the Company,
following adjustments for the issue of any new ordinary shares and taking into account dividends and capital returns
("Shareholder Value"), realised by the exercise by the beneficiaries of a put option in respect of their shares in Subco and
satisfied either in cash or by the issue of new ordinary shares at the election of the Company.
Under these arrangements in place, participants are entitled up to 15 per cent. of the Shareholder Value created, subject to
such Shareholder Value having increased by at least 10 per cent. per annum compounded over a period of between three
and five years from Admission, or following a change of control of the Company or Subco.
In order to implement the Subco Incentive Scheme, the Company as sole shareholder of Subco, approved the creation of a
new share class in Subco (the "B Shares"). At the same time the Subco’s existing ordinary shares were redesignated A
Shares. The B Shares do not have voting or dividend rights.
The Participants and their respective B share holdings as at 31 December 2025 are outlined below.
Participant
Subco
B Shares
Subco Treasury
50,000
David Williams
40,000
Kathleen Long
10,000
T
ony Morris
10,000
110,000
On 27 November 2025, Subco acquired back all of the 50,000 B Shares held by Hermco Property Limited (Peter Tom’s
nominee entity) for aggregate consideration of £1. These B Shares are being held by Subco in treasury.
WARRANTS
On 13 September 2021, the Company constituted 70,000,000 warrants on the terms of an instrument under which the
Company issued 30,000,000 warrants to certain existing shareholders of the Company including the Directors, and a further
40,000,000 warrants on admission of the Company to the Main Market of the London Stock Exchange.
The warrants are exercisable at any time from the date of completion of the inaugural transaction (an investment or
acquisition) made by the Company where the consideration for such transaction is at least £10 million at a price of £0.10
per ordinary share. These warrants can be exercised through application to the Company. The warrants will not be listed
on the London Stock Exchange or any other publicly traded market.
The Directors’ respective warrant holdings are detailed below.
Participant Date of grant Exercise
price
No. of ordinary shares
to which the grant
relates
Tony Morris
*
13 September 2021
£0.10
250,000
David Williams
13 September 2021
£0.10
14,250,000
14,500,000
* Warrants held through Tessera Investment Management Limited, which is 50% owned by Tony Morris, Director of the Company
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CORPORATE GOVERNANCE
As a Jersey company and a company with a Standard Listing, the Company is not required to comply with the provisions
of the UK Corporate Governance Code 2018. Furthermore, there is no applicable regime of corporate governance to which
the directors of a Jersey company must adhere over and above the general fiduciary duties and duties of care, skill and
diligence imposed on such directors under Jersey law. Notwithstanding this, the Directors are committed to maintaining
high standards of corporate governance and will be responsible for carrying out the Company's objectives and
implementing its business strategy. All investment, acquisition, divestment and other strategic decisions are considered
and determined by the Board.
At present, the Board reviewed investment and acquisition opportunities on an as required basis, and met regularly with its
Strategic Advisor to discuss possible inorganic growth opportunities, as well as monitor deal flow and investment and
acquisitions in progress, and review the Company's strategy to ensure that it remains aligned to the delivery of shareholder
value. Those investment and acquisition opportunities that are assessed by the Board (with support from its Strategic
Advisor) are considered in light of the investment and acquisition criteria as detailed in the Company's Prospectus.
In addition, as part of the investment and acquisition screening process, the Company will augment Board and Strategic
Advisor capability on a case by case basis as required with industry and operating partner input, where deep domain
expertise can be accessed. The Board provides leadership within a framework of prudent and effective controls. The Board
has established the corporate governance values of the Company and has overall responsibility for setting the Company's
strategic aims, defining the business plan and strategy and managing the financial and operational resources of the
Company.
In this regard, the Board, so far as is practicable given the Company's size and stage of its development, has voluntarily
adopted the QCA Code as its chosen corporate governance framework. There are certain provisions of the QCA Code
which the Company will not currently adhere to, and their adoption will be delayed until such time as the Directors believe
it appropriate to do so. It is anticipated that this will occur concurrently with the Company's first material investment or
acquisition
The Company will seek to develop its corporate governance position, and will address key differences to the QCA Code.
Specifically, it is anticipated this will include:
i. the augmentation of the Board with suitably qualified additional executive and non-executive directors including
independents;
ii. the implementation of audit, remuneration and nomination committees with appropriate terms of reference;
iii. a formalised annual evaluation and review process covering the Board and Committees, including succession
planning;
iv. the publication of KPIs;
v. the development of a corporate and social responsibility policy; and
vi. an enhanced risk management and governance framework tailored to the operating assets and strategic direction
of the enlarged entity.
ROLE OF THE BOARD
The Board is responsible for the management of the business of the Group, setting the strategic direction of the Group and
establishing the policies of the Group. It is the Directors’ responsibility to oversee the financial position of the Group and
monitor the business and affairs of the Group, on behalf of the shareholders, to whom they are accountable. The primary
duty of the Directors is to act in the best interests of the Group and Company at all times. The Board also addresses issues
relating to internal control and the Group’s approach to risk management and has formally adopted an anti-corruption and
bribery policy.
The Group does not have a separate investing committee and therefore the Board as a whole will be responsible for sourcing
acquisitions and ensuring that opportunities conform with the Group’s strategy.
The Group holds four formal Board meetings a year, with unscheduled meetings as matters arise which require the attention
of the Board. Formal Board meetings are timed to link to key events in the Group's corporate calendar. Outside the
scheduled and unscheduled meetings of the Board, the Directors maintain frequent contact with each other to keep them
fully briefed on the Group's operations.
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INTERNAL CONTROLS
The Board acknowledges its responsibility for establishing and monitoring the Group’s systems of internal control.
Although no system of internal control can provide absolute assurance against material misstatement or loss, the Group’s
systems are designed to provide the Directors with reasonable assurance that problems can be identified on a timely basis
and dealt with appropriately.
The Group maintains an appropriate process for financial reporting. The annual budget is reviewed and approved by the
Board before being formally adopted.
Other key procedures that have been established and which are designed to provide effective control are as follows:
Management structure – The Board meets regularly on a formal and informal basis to discuss all issues affecting
the Group.
Investment appraisal – The Group has a robust framework for investment appraisal and approval is required by
the Board, where appropriate.
Share dealing and inside information – the Company has adopted a share dealing code regulating trading and
confidentiality of inside information for the Directors and other persons discharging managerial responsibilities
(and their persons closely associated) which contains provisions appropriate for a company whose shares are
admitted to trading on the Official List (particularly relating to dealing during closed periods which will be in line
with the Market Abuse Regulation). The Company takes all reasonable steps to ensure compliance by the Directors
and any relevant employees with the terms of that share dealing code.
The Board reviews the effectiveness of the systems of internal control and considers the major business risks and the control
environment. No significant deficiencies have come to light during the year and no weaknesses in internal financial control
have resulted in any material losses, or contingencies which would require disclosure, as recommended by the guidance
for Directors on reporting on internal financial control.
The Directors are focused on careful management of the Group’s cash and financial resources through Board level
approvals. At such time that the Group completes an acquisition, the Directors anticipate that the Group’s financial position
and prospects procedures regime will be updated and expanded as necessary to cater for the nature of the Group’s business
following completion of its inaugural investment or acquisition.
BOARD EVALUATION
In the year, the Board evaluation process was limited to an ongoing informal evaluation of the performance of the Board
by each Director. This will be replaced by a formal, annual evaluation process once the Group has completed its first
acquisition.
EXTERNAL ADVISERS
The Board accessed the following external advisers during the year and post the year end:
Mayer Brown International LLP and Ogier (Jersey) LLP – legal
Tessera Investment Management Limited – capital markets and M&A
JTC (Jersey) Limited – company secretarial, governance and regulatory filings
CONFLICTS OF INTEREST
A Director has a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or
possibly may conflict, with the interests of the Company. The Board has satisfied itself that there are no conflicts of interest
where the Directors have appointments on the Boards of, or relationships with, companies outside the Company.
Furthermore, the Board requires Directors to declare all appointments and other situations which could result in a possible
conflict of interest, and therefore believes it has a robust framework to deal with any conflict of interest should it arise.
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RELATIONS WITH SHAREHOLDERS
The Chairman is the Group’s principal spokesperson with investors, fund managers, the media and other interested parties,
alongside support provided by the Company’s communications advisers. As well as the Annual General Meeting with
shareholders, the other Directors may give formal presentations at investor road shows following the announcement of
interim and full year results. Notice of this year’s Annual General Meeting will shortly be sent to shareholders.
DISCLOSURE OF INFORMATION TO THE INDEPENDENT AUDITOR
So far as the Directors are aware, there is no relevant audit information of which the Group and Company’s independent
auditor is unaware, and each Director has taken all the steps that he ought to have taken as a Director in order to make
himself aware of any relevant audit information and to establish that the Group and Company’s independent auditor is
aware of that information.
The Directors confirm to the best of their knowledge that:
the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and
fair view of the assets, liabilities, financial position and profit or loss of the Group and Company and the
undertakings included in the consolidation taken as whole;
the Chairman’s Statement and Report of the Directors includes a fair review of the development and performance
of the business and the position of the Group and Company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and uncertainties that they face; and
the annual report and accounts, taken as a whole, are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Group and Company’s position and performance, business model and
strategy.
INDEPENDENT AUDITOR
The independent auditor, PKF Littlejohn LLP, will be proposed for re-appointment at the forthcoming Annual General
Meeting.
ON BEHALF OF THE BOARD
David Williams
Chairman
29 April 2026
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BAY CAPITAL PLC
Statement of Directors’ responsibilities
For the year ended 31 December 2025
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable
law and regulations.
Jersey Company law requires the directors to prepare financial statements for each financial year. Under that law the
directors have elected to prepare the financial statements in accordance with UK adopted International Financial Reporting
Standards ("IFRS"). Under company law, the Directors must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group
for that year.
In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether the Group financial statements have been prepared in accordance with IFRS as adopted by the United
Kingdom;
state whether the Company financial statements have been prepared in accordance with FRS 101 “Reduced
Disclosure Framework"; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company
will continue in business.
The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Group and
Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company
and enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. They are also
responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The maintenance and integrity of the Group’s website is the responsibility of the Directors. The work carried out by the
independent auditors does not involve the consideration of these matters and, accordingly, the independent auditors accept
no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website.
Legislation in Jersey governing the preparation and dissemination of the accounts and the other information included in
annual reports may differ from legislation in other jurisdictions.
David Williams
Chairman
29 April 2026
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Independent Auditor’s Report to the Members of
Bay Capital Plc
Opinion
We have audited the financial statements of Bay Capital Plc (the ‘parent company’) and its subsidiaries (the ‘group’)
for the
year ended 31 December 2025 which comprise:
Group ● Consolidated Statement of Comprehensive Income
●
Consolidated Statement of Financial Position
●
Consolidated Statement of Changes in Equity
●
Consolidated Statement of Cash Flows
●
Notes forming part of the Consolidated Financial Statements, including a summary of
significant accounting policies
Parent company ● Company Statement of Comprehensive Income
●
Company Statement of Financial Position
●
Company Statement of Changes in Equity
●
Notes forming part of the Company Financial Statements, including a summary of
significant accounting policies
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable
law and UK-adopted international accounting standards. The financial reporting framework that has been applied in the
preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards,
including FRS 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice). In our
opinion:
●
the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as
at 31 December 2025 and of the group’s and parent company’s loss for the year then ended; and
●
the group financial statements have been properly prepared in accordance with UK-adopted international
accounting standards;
●
the parent company financial statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and
●
the financial statements have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the group and parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as
applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the group’s and
parent company’s ability to continue to adopt the going concern basis of accounting
included:
●
Obtaining and reviewing management’s going concern assessment model and associated going concern
assumptions paper;
●
Checking to the mathematical accuracy of the forecast;
●
Performing sensitivity analysis, where applicable, to review the effect of downside scenarios on the ability of the
group and the parent company to continue as a going concern; and
●
Reviewing the disclosure in the financial statements to confirm it is consistent with the assumptions used, and
conclusions reached in the going concern model.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the group’s or parent company's ability to continue as a
going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Our application of materiality
For the purposes of determining whether the financial statements are free from material misstatement, we define materiality
as a magnitude of misstatement, including omission, that makes it probable that the economic decisions of a reasonably
knowledgeable person, relying on the financial statements, would be changed, or influenced. We have also considered those
misstatements including omissions that would be material by nature and would impact the economic decisions of a
reasonably knowledgeable person based on our understanding of the business, industry and complexity involved.
We apply the concept of materiality both in planning and throughout the course of audit, and in evaluating the effect of
misstatements. Materiality is used to determine the financial statements areas that are included within the scope of our audit
and the extent of sample sizes during the audit.
We also determine a level of performance materiality which we use to assess the extent of testing needed to reduce to an
appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality
for the financial statements as a whole.
In determining materiality and performance materiality, we considered the following factors:
●
our cumulative knowledge of the group and its environment;
●
the change in the level of judgement required in respect of the key accounting estimates;
●
significant transactions during the year;
●
the stability in key management personnel; and
●
the level of misstatements identified in prior periods.
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The materiality and performance materiality for the significant components are calculated considering the same factors as
for group.
Materiality for the group financial statements as a whole was set at £85,000 (2024 - £93,000). This was calculated as 2%
of net assets (2024 – 2% of net assets). Using our professional judgement, we have determined this to be the principal
benchmark within the financial statements as the group is non-operational currently.
Materiality for the parent company of the group was set at £80,750 (2024 - £88,000) calculated as 95% of group materiality
(2024 – 95% of group materiality). Performance materiality for the group financial statements was set at £59,500 (2024 -
£65,000) being 70% of materiality (2024 –70% of materiality) for the financial statements as a whole. The benchmark of
70% is considered appropriate based on our assessment of the risk of undetected errors arising, the nature of the systems and
controls. The performance materiality for the parent company was set at £56,500 (2024 – £62,000) and it was calculated on
the same basis as the group performance materiality.
We agreed to report to those charged with governance all corrected and uncorrected misstatements we identified through our
audit with a value in excess of £4,000 for the group (2024 – £4,500). We also agreed to report any other audit misstatements
below that threshold that we believe warranted reporting on qualitative grounds.
Our approach to the audit
Our audit was risk based and was designed to focus our efforts on the areas at greatest risk of material misstatement, aspects
subject to significant management judgement as well as greatest complexity, risk and size. In designing our audit, we
determined materiality, as above, and assessed the risk of material misstatement in the financial statements.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the financial
statements, considering the structure of the group.
The group includes the listed parent company, Bay Capital Plc, and its subsidiary, Bay Capital Subco Limited. Bay Capital
Plc is the only significant component.
We performed a full scope audit on the significant component. The work on the significant component of the group has
been performed by us as group auditor. We have performed specified review procedures on the non-significant component.
The scope of our audit was based on significance of operations and materiality. Each component was assessed as to whether
they were significant or not to the group by either their size or risk. The parent company was considered significant due to
identified risks and the size of the company.
In designing our audit approach, we considered those areas which were deemed to involve significant judgement
and
estimation by the directors. It was identified that there were no areas which were deemed to involve significant
judgement or
estimation. We also addressed the risk of management override of controls, including evaluating whether there was evidence
of bias by management that represented a risk of material misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
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Key Audit Matter How our scope addressed this matter
Management override of control
Management are in a unique position to
perpetrate fraud by overriding controls which they
have designed, implemented and maintain, and
therefore which appear to be otherwise operating
effectively.
This is considered a Key Audit Matter due to
unpredictable manner in which such override
could occur.
Our work in this area included:
●
Testing the appropriateness of manual journals during the
period under review, including those made at the
end of the
period and post-closing entries, to determine
whether these
were appropriate. This also included making inquiries of
individuals with responsibility involved in the financial
reporting process about inappropriate or unusual activity
relating to the processing of journals;
●
Reviewing accounting estimates, judgements, and
assumptions within the financial statements for evidence of
management bias, and agreeing them to appropriate
supporting documentation; and
●
Evaluating whether there is a clear business rationale to
support any significant transactions outside the normal
course of the business of the entity, or transactions which
otherwise appear to be unusual in nature.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our
opinion on the group and parent company financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies (Jersey) Law 1991
requires us to report to you if, in our opinion:
●
proper accounting records have not been kept by the parent company, or proper returns adequate for our audit have
not been received from branches not visited by us; or
●
the parent company financial statements are not in agreement with the accounting records and returns.
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Responsibilities of directors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the preparation of
the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors are responsible for assessing the
group’s and
the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company
or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent
to which our procedures are capable of detecting irregularities, including fraud is detailed below:
●
We obtained an understanding of the group and parent company and the sector in which they operate to identify laws
and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained
our understanding in this regard through discussions with management and application of cumulative audit
knowledge. We also selected a specific audit team based on experience with auditing listed entities.
●
We determined the principal laws and regulations relevant to the group and parent company in this regard to be those
arising from
–
Rules of the London Stock Exchange;
–
UK-adopted international accounting standards;
–
Disclosure Guidance and Transparency Rules of the Financial Conduct Authority;
–
Companies (Jersey) Law 1991; and
–
Data Protection Act.
The audit team remained alert to instances of non-compliance with laws and regulations throughout the audit.
●
We designed our audit procedures to ensure the audit team considered whether there were any indications of non-
compliance by the group and parent company with those laws and regulations. These procedures included, but were
not limited to:
–
Making enquiries of management;
–
Reviewing Board minutes;
–
Reviewing the nature of legal professional fees; and
–
Reviewing Regulatory News Services announcements.
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●
As in all of our audits, we addressed the risk of fraud arising from management override of controls by
performing audit procedures which included, but were not limited to: the testing of journals; and evaluating
the business rationale of any significant transactions that are unusual or outside the normal course of
business.
●
In our audit procedures, we have considered matters of non-compliance with laws and regulations, including
fraud at the group and component levels. We have performed audit procedures on all material components
within the group.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk
increases the more that compliance with a law or regulation is removed from the events and transactions reflected in
the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also
greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s
report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Article 113A of the Companies
(Jersey) Law 1991. Our audit work has been undertaken so that we might state to the company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
David Thompson
(Engagement Partner)
For and on behalf of PKF Littlejohn LLP
30 Churchill Place
London
E14 5RE
Registered Auditor
29 April 2026
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BAY CAPITAL PLC
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
All activities in both the current and the prior period relate to continuing operations.
The notes on pages 23 to 33 form part of these consolidated financial statements.
| Year ended 31 | Year ended 31 | ||
| December 2025 | December 2024 | ||
Note | £ | £ | |
Administrative expenses | ( ) | ( | |
| Operating loss | 6 | ( | ( |
Interest receivable | |||
Loss on ordinary activities before taxation | ( | ( | |
Taxation charge | 7 | ||
Loss and total comprehensive loss for the year | ( ) | ( | |
| Loss per share (pence) | |||
| Basic and diluted | 8 | ( | ( |
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BAY CAPITAL PLC
Consolidated Statement of Financial Position
As at 31 December 2025
31 December | 31 December | 31 December | 31 December | ||
2025 | 2025 | 2024 | 2024 | ||
| Current assets | Note | £ | £ | £ | £ |
Cash and cash equivalents | 11 | ||||
| Trade and other receivables | 12 | ||||
Total current assets | |||||
Total assets | |||||
Current liabilities | |||||
Trade and other payables | 13 | ||||
Total current liabilities | |||||
Total liabilities | |||||
Total net assets | |||||
| Equity | |||||
| Issued share capital | 15 | ||||
Share premium | 16 | ||||
Capital redemption reserve | 16 | ||||
Share - based payment reserve | 18 | ||||
Retained deficit | 16 | ( | ( | ||
Total equity |
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BAY CAPITAL PLC
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
| Share | Share | Capital | Share- | Retained | Total | ||
| capital | premium | redemption | based | deficit | |||
| reserve | payment | ||||||
| reserve | |||||||
Note | £ | £ | £ | £ | £ | £ | |
At 1 January 2024 | ( | ||||||
Loss for the year | ( ) | ( | |||||
Transactions with owners in their capacity as owners: | |||||||
Share - based payment | 18 | ||||||
| At 31 December 2024 | ( | ||||||
Loss for the year | ( ) | ( ) | |||||
Transactions with owners in their capacity as owners: | |||||||
Share - based payment | 18 | ||||||
At 31 December 2025 | ( |
The notes on pages 23 to 33 form part of these consolidated financial statements.
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BAY CAPITAL PLC
Consolidated statement of cash flows
For the year ended 31 December 2025
| Year ended 31 | Year ended 31 | |
| December 2025 | December 2024 | |
£ | £ | |
Operating activities | ||
Loss before taxation | ( ) | ( ) |
Adjustments for: | ||
Interest receivable | ( ) | ( |
Share - based payment charge | ||
Operating cash flows before changes in working capital | ( | ( |
Increase in trade and other receivables | ( | ( ) |
Decrease in trade and other payables | ( ) | ( ) |
Net cash outflows from operating activities | ( | ( |
| Financing activities | ||
Interest received | ||
Net cash inflow from financing activities | ||
Net decrease in cash and cash equivalents | ( | ( |
Cash and cash equivalents at beginning of the year | ||
Cash and cash equivalents at end of the year |
The notes on pages 23 to 33 form part of these consolidated financial statements.
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BAY CAPITAL PLC
Notes forming part of the Consolidated Financial Statements
For the year ended 31 December 2025
1
General information
The Company was incorporated on 31 March 2021 as Bay Capital Limited, a private limited company under
the laws of Jersey with registered number 134743. On 8 September 2021 the Company was re-registered as
the Company shares were admitted to trading onto the Main Market of the London Stock Exchange. The
Company is the parent company of Bay Capital Subco Limited (a private limited company under the laws
of Jersey with registered number 134744).
The address of its registered office is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey . The Group
has been incorporated for the purpose of identifying suitable acquisition opportunities in accordance with
the Group's investment and acquisition strategy with a view to creating shareholder value. The Group will
retain a flexible investment and acquisition strategy which will, subject to appropriate levels of due
diligence, enable it to deploy capital in target companies by way of minority or majority investments, or full
acquisitions where it is in the interests of shareholders to do so. This will include transactions with target
companies located in the UK and internationally.
2 Significant accounting policies
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods
presented in theses consolidated financial statements.
The principal policies adopted in the preparation of the consolidated financial statements are as follows:
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BAY CAPITAL PLC
Notes forming part of the Consolidated Financial Statements
For the year ended 31 December 2025 (continued)
2
Significant a
ccounting policies
(continued)
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BAY CAPITAL PLC
Notes forming part of the Consolidated Financial Statements
For the year ended 31 December 2025 (continued)
2 Significant accounting policies
(continued)
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BAY CAPITAL PLC
Notes forming part of the Consolidated Financial Statements
For the year ended 31 December 2025 (continued)
3
Accounting estimates and judgements
In preparing the consolidated financial statements, the Directors have to make judgments on how to apply
the Group's accounting policies and make estimates about the future. The Directors do not consider there to
be any critical estimates or judgments that have been made in arriving at the amounts recognised in the
consolidated financial statements with the exception of the valuation of share-based payments. Please see
Note 18 for further details.
4 Employees
Staff costs, including Directors, consist of: | Year ended 31 | Year ended 31 |
| December 2025 | December 2024 | |
| £ | £ | |
Wages and salaries | 74,612 | 246,411 |
Social security costs | 186 | 20,155 |
Pension costs | 713 | 5,850 |
_______ | _______ | |
75,511 | 272,416 |
_______ _______
Pension costs related to the Company’s defined contribution pension scheme. Contributions outstanding at
31 December 2025 were £nil (2024: £488).
| Year ended 31 | Year ended 31 | |
| December 2025 | December 2024 | |
Number | Number | |
The average number of employees, including Directors, during the year was: | 2 | 3 |
| _______ | _______ |
5 Directors’ remuneration
| Year ended 31 | Year ended 31 | |
December 202 5 | December 202 4 | |
£ | £ | |
Directors’ emoluments | 50,000 | 50,000 |
________ | ________ | |
| 50,000 | 50,000 | |
________ | ________ |
The former Chairman’s fees were paid through Rise Rocks Limited, a Company wholly owned by the
Chairman. The two Company Directors and the former Company Chief Financial Officer are considered the
only key management personnel. In 2025, the total emoluments for key management personnel were
£75,511 (2024: £252,261).
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BAY CAPITAL PLC
Notes forming part of the Consolidated Financial Statements
For the year ended 31 December 2025 (continued)
| Year ended 31 | Year ended 31 | |
| December 2025 | December 2024 | |
£ | £ | |
| This has been arrived at after charging: | ||
Professional services | 196,151 | 226,843 |
Acquisition related costs | - | 60,031 |
| Fees payable to the Company’s independent auditor for the audit | ||
of the parent and consolidated accounts | 28,000 | 2 5,000 |
________ ________
| Year ended 31 | Year ended 31 | |
| December 2025 | December 2024 | |
Jersey corporation tax | £ | £ |
Corporation tax on loss for the year | - | - |
________ | ||
Total taxation on loss on ordinary activities | - | - |
| Year ended 31 | Year ended 31 | |
| December 2025 | December 2024 | |
£ | £ | |
Cumulative temporary differences and carry forward tax losses | 2,740,958 | 2,417,707 |
Unrecognised deferred tax asset on above at 10% (based on the enacted tax rate at the date of signing the financial statements) | 274,096 | 241,771 |
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BAY CAPITAL PLC
Notes forming part of the Consolidated Financial Statements
For the year ended 31 December 2025 (continued)
8
Earnings per share
Earnings per share is calculated by dividing the loss after tax for the year by the weighted average number
of shares in issue for the year, these figures being as follows:
| Year ended 31 | Year ended 31 | |
| December 2025 | December 2024 | |
£ | £ | |
Loss used in basic and diluted EPS, being loss after tax | ( 323,251 ) | (550,616) |
Adjustments: | ||
Share - based payment charge | 10,980 | 10,981 |
________ | ________ | |
Adjusted earnings used in adjusted EPS | (312,271) | (539,635) |
________ ________
The Subco Incentive Scheme share options (Note 18) have not been included in the diluted EPS on the basis
that they are anti-dilutive, however they may become dilutive in future periods.
2025 | 2024 | |
Number | Number | |
Weighted average number of ordinary shares of 1p each used as the denominator in calculating basic and diluted EPS | 70,000,000 | 70,000,000 |
________ | ________ | |
Loss per share | ||
Basic and diluted | (0.46p) | (0.79p) |
Adjusted – basic and diluted | (0.45p) | (0.77p) |
9 Adjusted earnings before interest, tax, depreciation and amortisation (Adjusted EBITDA)
2025 | 2024 | |
£ | £ | |
Operating loss | ( 338,698 ) | (587,513) |
EBITDA loss | (338,698) | (587,513) |
Share - based payment charge | 10,980 | 10,981 |
Adjusted EBITDA loss | (327,718) | (576,532) |
________ ________
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BAY CAPITAL PLC
Notes forming part of the Consolidated Financial Statements
For the year ended 31 December 2025 (continued)
| Proportion of A | Proportion of B | |||
| Nature of | Country of | ordinary shares held | ordinary shares held | |
| Subsidiary | business | incorporation | by Company | by Company |
| Bay Capital | Intermediate | Jersey, Channel | 100 per cent. | 0 per cent. |
| Subco Limited | holding company | Islands |
2025 | 2024 | |
£ | £ | |
Cash and cash equivalents | 4,338,374 | 4,659,886 |
| ________ | ________ | |
4,338,374 | 4,659,886 |
________ ________
2025 | 2024 | |
£ | £ | |
Prepayments | 9,293 | 9,011 |
Other receivables | 2,752 | - |
| ________ | ________ | |
1 2,045 | 9,011 |
________ ________
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BAY CAPITAL PLC
Notes forming part of the Consolidated Financial Statements
For the year ended 31 December 2025 (continued)
2025 | 2024 | |
Current trade and other payables | £ | £ |
Accruals | 8 5 , 459 | 80,100 |
Other tax and social security | - | 5,391 |
Payroll related creditors | - | 6,175 |
| ________ | ________ | |
85,459 | 91,666 |
________ ________
| Financial assets | ||
| measured at amortised cost | ||
2025 | 2024 | |
| Current financial assets | £ | £ |
Cash and cash equivalents | 4,338,374 | 4,659,886 |
Other receivables | 2,752 | - |
| ________ | ________ | |
4,341,126 | 4,659,886 |
| Financial liabilities | ||
| measured at amortised cost | ||
2025 | 2024 | |
| Current financial liabilities | £ | £ |
Accruals | 85,459 | 80,100 |
Payroll related creditors | - | 6,175 |
| ________ | ________ | |
85,459 | 86,275 |
________ ________
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BAY CAPITAL PLC
Notes forming part of the consolidated financial statements
For the year ended 31 December 2025 (continued)
14
Financial instruments
(continued)
| Less than 1 | More than 5 | |||
year | 2 to 5 Years | years | Total | |
£ | £ | £ | £ | |
Accruals | 85,459 | - | - | 85,459 |
_________ | _________ | _________ | _________ | |
At 31 December 202 5 | 85,459 | - | - | 85,459 |
_________ _________ _________ _________
| Allotted, called up and fully paid | ||||
2025 | 2024 | 2025 | 2024 | |
Number | Number | £ | £ | |
Ordinary shares of 1p each: | 70,000,000 | 70,000,000 | 700,000 | 700,000 |
_________ | _________ | _________ | _________ | |
At 31 December | 70,000,000 | 70,000,000 | 700,000 | 700,000 |
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BAY CAPITAL PLC
Notes forming part of the consolidated financial statements
For the year ended 31 December 2025 (continued)
17 Share Incentive Plan
On 14 September 2021, the Group created a Subco Incentive Scheme within its wholly owned subsidiary
Bay Capital Subco Limited ("Subco"). Under the terms of the Subco Incentive Scheme, scheme participants
are only rewarded if a predetermined level of shareholder value is created over a three to five year period or
upon a change of control of the Company or Subco (whichever occurs first), calculated on a formula basis
by reference to the growth in market capitalisation of the Company, following adjustments for the issue of
any new Ordinary shares and taking into account dividends and capital returns ("Shareholder Value"),
realised by the exercise by the beneficiaries of a put option in respect of their shares in Subco and satisfied
either in cash or by the issue of new ordinary shares at the election of the Company.
Under these arrangements in place, participants are entitled to up to a share of 15 percent of the Shareholder
Value created, subject to such Shareholder Value having increased by at least 10 percent. per annum
compounded over a period of between three and five years from admission or following a change of control
of the Company or Subco.
18 Share-based payments
The Subco Incentive Scheme detailed in Note 17 is an equity-settled share option plan which allows
employees and advisors of the Group to sell their B shares to the Company in exchange for a cash payment
or for shares in the Company (at the Company’s election) if certain conditions are met.
These conditions include good and bad leaver provisions and that growth in Shareholder Value of 10 percent
compound per annum is delivered over a three to five year period for the scheme to vest. This second
condition is therefore a market condition which has been taken into account in the measurement at grant
date of the fair value of the options.
The weighted average exercise price of the outstanding B share options is £0.10 which have a weighted
average contractual life of 9 months. 110,000 B share options were issued in the nine-month period to 31
December 2021, all of which were outstanding at the current year end. No B share options were exercised
in the current or prior period. No B share options have expired during the current or prior period.
The Group recognised £10,980 (2024: £10,981) of expenditure statement of total comprehensive income in
relation to equity-settled share-based payments in the year.
The fair value of options was determined by applying a binominal model. The expense is apportioned over
the vesting period of the option and is based on the number which are expected to vest and the fair value of
these options at the date of grant.
The inputs into the binomial model in respect of options granted in the prior period are as follows:
Opening share price | 10.0p |
Expected volatility of share price | 16.67% |
Expected life of options | 5 years |
Risk - free rate | 0.73% |
Target increase in share price per annum | 10% |
Fair value of options | 50.342p |
Expected volatility was estimated by reference to the average 5-year volatility of the FTSE SmallCap Index.
Docusign Envelope ID: 8A97BC72-702D-891E-81D0-CF6CD0235291
33
BAY CAPITAL PLC
Notes forming part of the consolidated financial statements
For the year ended 31 December 2025 (continued)
18
Share
-
based payments
(continued)
The target increase in Shareholder Value is laid out in the Articles of Association of the Subco and represents
the compounded target annual increase in market capitalisation (adjusted for capital raises and dividends)
that needs to be met between the third and fifth anniversary of the Group’s admission onto the London Stock
Exchange in order for the scheme to vest.
The Group did not enter into any share-based payment transactions with parties other than employees and
advisors during the current or prior period.
2
0
Post balance sheet events
There are no events subsequent to the reporting date which would have a material impact on the financial
statements.
Docusign Envelope ID: 8A97BC72-702D-891E-81D0-CF6CD0235291
34
BAY CAPITAL PLC
Company Statement of Comprehensive Income
For the year ended 31 December 2025
Year ended 31
December 2025
Year ended 31
December 2024
£ £
Administrative expenses
(
338,698
)
(587,513)
Operating loss (338,698) (587,513)
Interest receivable
15,447
36,897
Loss on ordinary activities before taxation (323,251)
(550,616)
Taxation charge
-
-
Loss and total comprehensive loss for the year (323,251) (550,616)
All activities in both the current and the prior period relate to continuing operations.
The notes on pages 37 to 40 form part of these financial statements.
Docusign Envelope ID: 8A97BC72-702D-891E-81D0-CF6CD0235291
35
BAY CAPITAL PLC
Company Statement of Financial Position
As at 31 December 2025
Note 31 December 31 December 31 December 31 December
2025 2025 2024 2024
£ £ £ £
Non-current assets
Investment in subsidiaries
3
10
10
Current assets
Cash and cash equivalents
4
4,338,374
4,659,886
Trade and other receivables
5
1
2,
045
9,011
Total current assets 4,350,419 4,668,897
Total assets
4,350,
429
4,668,
907
Current liabilities
Trade and other payables
6
8
5
,
4
6
9
91
,676
Total liabilities 85,469 91,676
Total net assets
4,2
6
4,960
4,577,231
Equity
Issued share capital
7
700,000
700,000
Share premium
6,258,748
6,258,748
Capital redemption
reserve
2
2
Share
-
based payment reserve
47,168
36,188
Retained
deficit
(2,7
40
,
958
)
(
2,417,707
)
Shareholders’ funds 4,264,960 4,577,231
The Company financial statements were approved and authorised for issue by the Board on 29 April 2026 and
were signed on its behalf by:
David Williams
Chairman
The notes on pages 37 to 40 form part of these financial statements.
Docusign Envelope ID: 8A97BC72-702D-891E-81D0-CF6CD0235291
36
BAY CAPITAL PLC
Company Statement of Changes in Equity
For the year ended 31 December 2025
Note
Share
capital
Share
premium
Capital
redemption
reserve
Share-
based
payment
reserves
Retained
deficit
Total
£ £ £ £ £ £
At 1 January 2024 700,000 6,258,748 2 25,207 (1,867,091) 5,116,866
Loss for the
year
-
-
-
-
(550,616)
(550,616)
Transactions with owners in their
capacity as owners:
Share
-
based payment
-
-
-
10,981
-
10,981
At 31 December 2024 700,000 6,258,748 2 36,188 (2,417,707) 4,577,231
Loss for the year
-
-
-
-
(
323,251
)
(
323,251
)
Transactions with owners in their
capacity as owners:
Share
-
based payment
-
-
-
10
,
980
-
10
,
980
At 31 December 2025 700,000 6,258,748 2 47,168 (2,740,958) 4,264,960
The notes on pages 37 to 40 form part of these financial statements.
Docusign Envelope ID: 8A97BC72-702D-891E-81D0-CF6CD0235291
37
BAY CAPITAL PLC
Notes forming part of the Company financial statements
For the year ended 31 December 2025
1
Significant a
ccounting policies
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods
presented in theses consolidated financial statements.
The principal policies adopted in the preparation of the Company financial statements are as follows:
(a) Basis of preparation
These financial statements have been prepared in accordance with the requirements of FRS 101 “Reduced
disclosure Framework”, the Financial Reporting Standard applicable in the UK and the requirements of the
Companies (Jersey) Law 1991.
The financial statements are prepared on the historical cost basis.
(b) Investments
Investments in subsidiary undertakings are stated at cost unless, in the opinion of the Directors, there has
been impairment to their value, in which case they are written down to their recoverable amount.
(c) Functional and presentational currency
The Company’s functional and presentational currency for these financial statements is the pound sterling.
(d) Going concern
See note 2 of the consolidated financial statements.
Financial assets and liabilities
The Company’s financial assets and liabilities comprise of cash, trade and other receivables and trade and
other payables.
Trade and other payables are not interest bearing and are stated at their amortised cost.
(f) Taxation
Current tax is the expected tax payable on the taxable income for the year.
Docusign Envelope ID: 8A97BC72-702D-891E-81D0-CF6CD0235291
38
BAY CAPITAL PLC
Notes forming part of the Company financial statements
For the year ended 31 December 2025 (continued)
1
Significant a
ccounting policies (continued)
(g) Disclosure exemptions adopted
In preparing these financial statements the Company has taken advantage of disclosure exemptions
conferred by FRS101. Therefore, these financial statements do not include:
Certain disclosures regarding the Company's capital
A statement of cash flows
The effect of future accounting standards not yet adopted
The disclosure of the remuneration of key management personnel; and
Disclosure of related party transactions with other wholly owned members of the Group headed by Bay
Capital Plc.
In addition, and in accordance with FRS101 further disclosure exemptions have been adopted because
equivalent disclosures are included in the consolidated financial statements of Bay Capital Plc. These
financial statements do not include certain disclosures in respect of:
Share-based payments
Impairment of assets
Disclosures required in relation to financial instruments and capital management
(h) Judgements and key areas of estimation uncertainty
In preparing the Company financial statements, the Directors have to make judgments on how to apply the
Company's accounting policies and make estimates about the future. The Directors do not consider there to
be any critical estimates or judgments that have been made in arriving at the amounts recognised in the
Company financial statements.
2 Employees
Staff costs, including Directors, consist of: Year ended 31
December 2025
£
Year ended 31
December 2024
£
Wages and salaries 74,612 246,411
Social security costs
186
20,155
Pension costs
713
5,850
_______
_______
75,511 272,416
_______ _______
Year ended 31
December 2025
Year ended 31
December 2024
Number Number
The average number of employees, including
Directors, during the year was: 2
_______
3
_______
_______ _______
The former Chairman’s fees were paid through Rise Rocks Limited, a Company wholly owned by the
Chairman. The two Company Directors and the former Company Chief Financial Officer are considered the
only key management personnel. In 2025, the total emoluments for key management personnel were £75,511
(2024: £252,261).
Docusign Envelope ID: 8A97BC72-702D-891E-81D0-CF6CD0235291
39
BAY CAPITAL PLC
Notes forming part of the Company financial statements
For the year ended 31 December 2025 (continued)
3 Investment in subsidiaries
Shares in
subsidiary
undertakings
£
Cost and net book value
At 31 December 2024 and 31 December 2025 10
________
Details of the Company’s subsidiaries are shown in Note 10 of the consolidated financial statements.
4 Cash and cash equivalents
2025 2024
£ £
Cash and cash equivalents
4,338,374
4,659,886
________ ________
4,338,374 4,659,886
________ ________
5 Trade and other receivables
2025 2024
£ £
Prepayments
9,
293
9,011
Other
receivables
2,752
-
________ ________
1
2,045
9,011
________ ________
All amounts shown under receivables fall due for payment within one year.
6 Trade and other payables
2025 2024
£
£
Amounts due to subsidiary undertakings
10
10
Accruals
85,459
80,100
Other tax and social security
-
5,391
Payroll related creditors
-
6,175
________
________
85,469
91,676
________ ________
Amounts due to subsidiary undertakings are interest-free and repayable on demand.
Docusign Envelope ID: 8A97BC72-702D-891E-81D0-CF6CD0235291
40
BAY CAPITAL PLC
Notes forming part of the Company financial statements
For the year ended 31 December 2025 (continued)
7 Share capital
Allotted, called up and fully paid
2025 2024 2025 2024
Number Number £ £
Ordinary shares of 1p each
70,000,000
70,000,000
700,000
700,000
_________
_________
_________
_________
At 31 December
70,000,000 70,000,000 700,000 700,000
_________ _________ _________ _________
8 Related party transactions
Transactions with other Group companies have not been disclosed as permitted by FRS101, as the Group
companies are wholly owned. See Note 19 of the consolidated financial statement for further details.
9 Contingent liabilities
There are no contingent liabilities at the reporting date which would have a material impact on the financial
statements.
10 Post balance sheet events
Seen note 20 to the consolidated financial statements.
11
Ultimate controlling party
In the opinion of the Directors, there is no single ultimate controlling party.
Docusign Envelope ID: 8A97BC72-702D-891E-81D0-CF6CD0235291